Jun Zhang
About Jun Zhang
Jun Zhang (61) serves as an independent director of Bowen Acquisition Corp (BOWN) and is the Audit Committee Chair and “audit committee financial expert.” He is a senior partner at Mazars (Shenzhen) since 2000, founded Shenzhen Zhonghuan Certified Public Accountants in 2009 (Chairman), and previously held partner/manager roles at Shenzhen Wenwu Accounting Firm and other PRC accounting firms. He holds a Master’s in Management (Zhongnan University of Economics and Law), a Bachelor’s in Financial Accounting (Jianghan University), and is a PRC CPA; BOWN’s board has affirmatively determined his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mazars (Shenzhen Branch) | Senior Partner, Associate Director | 2000–present | Senior leadership in audit/advisory |
| Shenzhen Zhonghuan CPA Co., Ltd. | Founder, Chairman | 2009–present | Firm governance and oversight |
| Shenzhen Wenwu Accounting Firm | Partner, Associate Director | 1994–2000 | Audit leadership |
| Shenzhen Shekou Zhonghua Accounting Firm | Senior Manager | 1989–1994 | Audit/assurance management |
| Wuhan Accounting Firm (Wuhan Finance Bureau) | Project Manager | 1986–1989 | Engagement management |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in filings |
Board Governance
- Committee assignments: Audit Committee Chair (members: Lawrence Leighton, Wei Li, Jun Zhang); Compensation Committee member (Chair: Lawrence Leighton; members: Wei Li, Jun Zhang) .
- Independence status: Board determined Jun Zhang is independent under Nasdaq rules; independent directors hold executive sessions .
- Board classification: Three classes; Jun Zhang in the third class pre-business combination; elected to continue as director upon business combination closing (Jan 2025 vote) .
- RED FLAGS:
- Sponsor affiliation: Jun Zhang is a limited partner of one of the SPAC sponsors, alongside Chair Na Gai—this creates potential conflict while serving as “independent” and Audit Chair .
- Sponsor voting control: Sponsors held ~67% of shares on June 11, 2025 (and similar prior records), enabling unilateral passage of proposals, which can weaken minority shareholder influence .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $0 | No compensation paid to directors prior to consummation of business combination |
| Committee membership fees | $0 | No director fees pre-business combination |
| Committee chair fees | $0 | No director fees pre-business combination |
| Meeting fees | $0 | No director fees pre-business combination |
Performance Compensation
| Element | Status | Metrics/Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed pre-close | Shareholders approved a 2024 Long-Term Incentive Plan contingent on closing; no director grants disclosed yet |
| Performance metrics | Not applicable pre-close | No disclosed director performance metrics or awards |
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict |
|---|---|---|
| SPAC Sponsor (Bowen Holding LP or affiliate) | Jun Zhang is a limited partner | Economic interest in sponsor while serving as Audit Chair/independent director (conflict risk) |
| Bowen Holding LP (Admin Services) | Receives $10,000/month from BOWN under Admin Services Agreement | Related-party payments to sponsor; as LP, Jun may indirectly benefit |
| TenX Global Capital (member of Bowen Holding LP) | Paid for SEC reporting and advisory services | Related-party consulting arrangements tied to sponsor |
Expertise & Qualifications
- PRC CPA; Audit committee financial expert designation .
- Senior leadership across PRC audit firms; founding and governance experience .
- Advanced degrees in management and accounting; extensive audit practice .
Equity Ownership
| Holder | Direct Shares | % Outstanding | Notes |
|---|---|---|---|
| Jun Zhang | — (less than 1%) | <1% | Footnotes indicate possible indirect ownership via partnership interest in Bowen Holding LP (sponsor) |
| Pledging/Hedging | Prohibited | — | Insider Trading Policy prohibits pledging and hedging by insiders (margin/pledge and hedging bans) |
Stock ownership guidelines: None disclosed for directors; Clawback Policy included as an exhibit to the 10-K (policy present; terms not detailed in body) .
Governance Assessment
- Strengths: Audit Committee chaired by a designated financial expert; formal Audit and Compensation Committee charters and independence determinations; insider trading policy with hedging/pledging prohibitions enhances alignment .
- Concerns:
- Sponsor LP tie: Jun Zhang’s limited partner status in a sponsor while acting as independent director and Audit Chair is a material conflict risk; it may compromise perceived independence and oversight of related-party transactions, including admin/consulting arrangements flowing to sponsor affiliates. Highlight for investor engagement and rigorous recusal/committee-level oversight .
- Sponsor control: High sponsor voting power reduces minority shareholder protection; audit and compensation decisions should be transparently documented with robust independent deliberations .
- CFIUS exposure: As a non-U.S. person and sponsor LP, Jun Zhang is part of the foreign involvement risk flagged by the company; potential for delays or conditions that can affect transaction close and governance timelines .
- Compensation alignment: No cash/equity paid pre-close; alignment depends on post-close policy design and any grants under the LTIP approved at the business combination vote .
Actionable implications: Investors should monitor (1) committee handling of related-party items involving sponsors and affiliates (admin services, loans, consulting), (2) any post-close director equity grants and performance conditions, and (3) CFIUS process milestones and disclosures regarding director involvement and independence protocols .